Starbox Group Holdings Ltd 6-K, filed Jul 23, 2025
Starbox Group Holdings Ltd. (STBXF)
About this 6-K
Starbox Group Holdings Ltd filed this 6-K on July 23, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-41480
Starbox Group Holdings Ltd.
VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
Kuala Lumpur, Malaysia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ☒ | Form 40-F ☐ |
Share Transfer of One Eighty Holdings Ltd.
On June 23, 2025, Starbox Group Holdings Ltd., a Cayman Islands company (the “Company”), through its wholly owned subsidiary, Starbox Global Ltd., a British Virgin Islands company (“Starbox Global”), transferred an aggregate of 21,642,485 ordinary shares of One Eighty Holdings Ltd. (“One Eighty”), an indirect subsidiary of the Company, to two unaffiliated transferees as settlement of certain loans (the “One Eighty Share Transfers”). Specifically, the Company transferred 15,851,720 ordinary shares of One Eighty to Stand Best Creation Limited (“Stand Best”), and pursuant to a Letter of Settlement of Loans (the “Stand Best Settlement Letter”) by and between the Company and Stand Best dated June 6, 2025, such share transfer was the full and final settlement of the outstanding principal balance in the amount of US$1,691,977.39 the Company borrowed from Stand Best as of May 31, 2025, and interests for such principal amount were waived. The Company also transferred 5,790,765 ordinary shares of One Eighty to Prime King Investment Limited (“Prime King”), and pursuant to a Letter of Settlement of Loans (the “Prime King Settlement Letter”) by and among the Company, Prime King, and certain subsidiaries of the Company dated June 6, 2025, such share transfer was the full and final settlement of the outstanding principal balance in the amount of US$618,093.44 the Company and certain subsidiaries of the Company borrowed from Prime King as of May 31, 2025, and interests for such principal amount were waived.
Prior to the One Eighty Share Transfers, Starbox Global held 51% of the issued share capital in One Eighty. Following the One Eighty Share Transfers, Starbox Global now holds approximately 46.2% of the issued share capital in One Eighty.
The foregoing descriptions of the Stand Best Settlement Letter and the Prime King Settlement Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the Stand Best Settlement Letter and the Prime King Settlement Letter, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 6-K.
The Stand Best Settlement Letter, the Prime King Settlement Letter, and the transactions contemplated thereby were approved and authorized by the board of directors (the “Board”) of the Company on June 23, 2025.
Resignation of Directors
On June 30, 2025, three independent directors of the Company, Dato’ Dr. Lai Kwong Choy, Ms. Sung Ming-Hsuan, and Ms. Ooi Bee Lian, each notified the Company of his or her resignation from his or her position of independent director, effective on the same date. The resignation of Dr. Lai, Ms. Sung, and Ms. Ooi was due to personal reasons and was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.
On July 4, 2025, Mr. Khoo Kien Hoe, the chief financial officer and director of the Company, notified the Company of his resignation from his position of director, effective on the same date. The resignation of Mr. Khoo was due to personal reasons and was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Mr. Khoo continues to serve as the chief financial officer of the Company.
Resignation and Appointment of Chief Executive Officer
On July 4, 2025, Mr. Lee Choon Wooi, the chief executive officer (“CEO”), director, and chairman of the Board of the Company, notified the Company of his resignation from his positions of the CEO, director, and the Chairman of the Board, effective on the same date. The resignation of Mr. Lee was due to personal reasons and was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.
On July 4, 2025, to fill the vacancy created by Mr. Lee Choon Wooi’s resignation, the Board approved and appointed Mr. Chong Yip Loong to serve as the Company’s CEO, director, and Chairman of the Board. The biographical information of Mr. Chong Yip Loong is set forth below.
Mr. Chong Yip Loong, age 48, brings over 20 years of experience in management, marketing, and digital media services, with a strong focus on technology-driven business operations. Prior to his appointment, he served as a manager at ZY Sales & Distribution Sdn Bhd from May 2024 to June 2025, where he led the company’s digital marketing and sales initiatives. From May 2021 to April 2024, Mr. Chong was a manager at StarboxTV Sdn Bhd, where he was responsible for managing and monitoring the operations of SEEBATS, an advertising platform. Between November 2019 and April 2021, he served as a senior digital marketing executive at Zenapp Sdn Bhd, overseeing the company’s social media platforms and digital presence. Mr. Chong received an Advanced Diploma in Computer Science and Information Technology from Informatics College in 2001. He is well-versed in leveraging digital tools to drive business growth and brings to the Company a track record of leadership in the technology and advertising sectors.
Exhibit Index
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Starbox Group Holdings Ltd. | |||
| Date: | July 23, 2025 | By: | /s/ Chong Yip Loong |
| Name: | Chong Yip Loong | ||
| Title: | Chief Executive Officer | ||
| 3 |
Exhibit 10.1
Letter of Settlement of Loans
6 June 2025
Stand Best Creation Limited
RM2212, 22/F, CC Wu Building
302-308 Hennessy Road
Wan Chai, Hong Kong
Attn: Mr Ng Man Shek
RE: Loan Settlement by Way of Share Transfer - Full and Final Settlement
Dear Sirs,
We, Starbox Group Holdings Ltd (referred to as the “Borrower”), are writing to confirm the mutually agreed terms for the settlement of the outstanding loans extended by Stand Best Creation Limited (the “Lender”) to the Borrower.
1. Outstanding Loan Balances
As at 31 May 2025, the principal loan amounts outstanding from Borrower are as follows:
| Borrower | Outstanding Principal (USD) | |||
| Starbox Group Holdings Ltd | 1,691,977.39 | |||
The full breakdown of the loans is attached as Schedule 1 for reference.
2. Settlement Terms - Share Transfer
In full and final settlement of the above outstanding principal sum, the Borrower has procured the transfer of 15,851,720 ordinary shares (the “Shares”) in One Eighty Holdings Ltd from Starbox Global Ltd to the Lender. Starbox Global Ltd is a wholly-owned subsidiary of Starbox Group Holdings Ltd.
The transfer is made as consideration for the loan settlement, and the Lender agrees to accept the Shares in lieu of cash repayment.
| ● | The fair value of One Eighty Holdings Ltd is based on the independent valuation report issued by China Intangible Asset Appraisement Co., Ltd, dated 24 January 2025, a copy is attached in Schedule 2, which valued its wholly-owned subsidiaries, 180 Degrees Brandcom Sdn Bhd and Media Elements Sdn Bhd, at USD 60,040,000. |
| ● | A mutually agreed discount of 20% has been applied to the assessed fair value to arrive at the settlement value of the Shares. |
3. Waiver of Interest
The Lender agrees to waive all interest, including interest accrued at the rate of 4.5% per annum, and acknowledges that this settlement is based solely on the outstanding principal balances as of 31 May 2025.
4. Effective Date of Settlement
This settlement shall take effect upon the successful legal transfer and registration of the Shares in the name of Stand Best Creation Limited. Upon such transfer, the loan obligations of the Borrower for the amount of US$1,691,977 .39, being total loan up to 31 May 2025 shall be deemed fully discharged.
5. Representations and Warranties
The Borrower represent and warrant as follows:
| ● | They have the full corporate power and authority to enter into and perform this settlement arrangement. | |
| ● | The Shares to be transferred are, to the best of the Borrower’s knowledge, free from any liens, encumbrances, or third-party claims. | |
| ● | The Borrower has taken all necessary steps to procure the share transfer from Starbox Global Ltd, which is under the control of the Borrower’s group. |
6. Board Approval
This settlement is subject to and conditional upon approval by the Boards of Directors of Starbox Group Holdings Ltd, and Prime King Investment Limited.
7. Full and Final Settlement
Upon completion of the share transfer, the Borrower and the Lender acknowledge and agree that:
| ● | The loan obligations for the amount ofUS$1,691,977.39, being total loan up to 31 May 2025 are fully and finally settled. | |
| ● | The Lender shall have no further claims or recourse against the Borrower or Starbox Global Ltd in respect of the loans. |
We thank you for your cooperation and look forward to concluding this matter satisfactorily.
Yours faithfully,
For and on behalf of:
Starbox Group Holdings Ltd
| /s/ Lee Choon Wooi | ||
| Name: | Lee Choon Wooi | |
| Title: | Director |
Acknowledged and Agreed by:
Stand Best Creation Limited
| /s/ Ng Man Shek | ||
| Name: | Ng Man Shek | |
| Title: | Director |
Exhibit 10.2
Letter of Settlement of Loans
6 June 2025
Prime King Investment Limited
RM1203, 12/F, Wing On House
71 Des Voeux Road
Central, Hong Kong
Attn: Mr Ng Man Shek
RE: Loan Settlement by Way of Share Transfer - Full and Final Settlement
Dear Sirs,
We, the undersigned companies:
| ● | Irace Technology Limited | |
| ● | Starbox Group Holdings Ltd | |
| ● | Starbox International Ltd | |
| ● | Starbox Technologies Sdn Bhd |
(collectively referred to as the “Borrowers”), are writing to confirm the mutually agreed terms for the settlement of the outstanding loans extended by Prime King Investment Limited (the “Lender”) to the Borrowers.
| 1. | Outstanding Loan Balances |
As at 31 May 2025, the principal loan amounts outstanding from each Borrower are as follows:
| Borrower | Outstanding Principal (USD) | |||
| Irace Technology Limited | 10,000.00 | |||
| Starbox Group Holdings Ltd | 355,949.60 | |||
| Starbox International Ltd | 5,000.00 | |||
| Starbox Technologies Sdn Bhd | 247,143.84 | |||
| Total | 618,093.44 | |||
The full breakdown of the loans is attached as Schedule 1 for reference.
| 2. | Settlement Terms - Share Transfer |
In full and final settlement of the above outstanding principal sums, the Borrowers have collectively procured the transfer of 5,790,765 ordinary shares (the “Shares”) in One Eighty Holdings Ltd from Starbox Global Ltd to the Lender. Starbox Global Ltd is a sister company to the Borrowers and a wholly-owned subsidiary of Starbox Group Holdings Ltd.
The transfer is made as consideration for the loan settlement, and the Lender agrees to accept the Shares in lieu of cash repayment.
| ● | The fair value of One Eighty Holdings Ltd is based on the independent valuation report issued by China Intangible Asset Appraisement Co., Ltd, dated 24 January 2025, a copy is attached in Schedule 2, which valued its wholly-owned subsidiaries, 180 Degrees Brandcom Sdn Bhd and Media Elements Sdn Bhd, at USD 60,040,000. | |
| ● | A mutually agreed discount of 20% has been applied to the assessed fair value to arrive at the settlement value of the Shares. |
| 3. | Waiver of lnterest |
The Lender agrees to waive all interest, including interest accrued at the rate of 4.5% per annum, and acknowledges that this settlement is based solely on the outstanding principal balances as of 31 May 2025.
| 4. | Effective Date of Settlement |
This settlement shall take effect upon the successful legal transfer and registration of the Shares in the name of Prime King Investment Limited. Upon such transfer, the loan obligations of the Borrowers shall be deemed fully discharged.
| 5. | Representations and Warranties |
The Borrowers represent and warrant as follows:
| ● | They have the full corporate power and authority to enter into and perform this settlement arrangement. | |
| ● | The Shares to be transferred are, to the best of the Borrowers’ knowledge, free from any liens, encumbrances, or third-party claims. | |
| ● | The Borrowers have taken all necessary steps to procure the share transfer from Starbox Global Ltd, which is under the control of the Borrowers’ group. |
| 6. | Board Approval |
This settlement is subject to and conditional upon approval by the Boards of Directors of each of the Borrowers, Starbox Global Ltd, and Prime King Investment Limited.
| 7. | Full and Final Settlement |
Upon completion of the share transfer, the Borrowers and the Lender acknowledge and agree that:
| ● | The loan obligations are fully and finally settled. | |
| ● | The Lender shall have no further claims or recourse against the Borrowers or Starbox Global Ltd in respect of the loans. |
We thank you for your cooperation and look forward to concluding this matter satisfactorily.
Yours faithfully,
For and on behalf of:
Irace Technology Limited
| /s/ Choo Keam Hui | ||
| Name: | Choo Keam Hui | |
| Title: | Director |
Starbox Group Holdings Ltd
| /s/ Lee Choon Wooi | ||
| Name: | Lee Choon Wooi | |
| Title: | Director |
Starbox International Ltd
| /s/ Choo Keam Hui | ||
| Name: | Choo Keam Hui | |
| Title: | Director |
Starbox Technologies Sdn Bhd
| /s/ Choo Keam Hui | ||
| Name: | Choo Keam Hui | |
| Title: | Director |
Acknowledged and Agreed by:
Prime King Investment Limited
| /s/ Ng Man Shek | ||
| Name: | Ng Man Shek | |
| Title: | Director |